1. Supplier shall execute the Agreement to the best of its knowledge and ability.

2. Supplier has the right to have the Products delivered by third parties.

3. Client shall ensure that Supplier shall be provided in due time with all data which Supplier requires or which Client must in all reasonableness understand to be required for the execution of the Agreement. If Supplier was not provided the data required to execute the Agreement, Supplier shall have the right to suspend the execution of the Agreement and/or to charge Client for the additional costs resulting from the delay. The term of delivery shall never commence
   before such data were made available to Supplier.

4. If the Parties have agreed that the Agreement will be executed in stages, Supplier may suspend the execution of any particular stage until Client has approved in writing the results of the stage prior to it.

1. Deliveries up to USD 40.000 shall be made to the Client (Incoterms 2010: DDP), unless the Parties have agreed otherwise in writing.

2. Deliveries above USD 40.000 shall be made to the Port of Destination (Incoterms 2010: CIF) against the relevant title documents, unless the Parties have agreed otherwise in writing.

3. lf Client refuses to take delivery or arrange collection, or fails to provide the information or instructions required for the delivery or collection, Supplier shall be entitled to store the Products at Client’s risk and expense.

4. If Supplier has offered or accepted a term of delivery, it shall only be indicative. A given term of delivery shall therefore never constitute a term to be observed on penalty of forfeiture of rights, nor shall exceeding of the term be considered a breach of the Agreement. lf a term is exceeded, Client must give Supplier notice of default in writing. 

5. Supplier shall be entitled to deliver the Products in parts, unless such is deviated from in writing in the Agreement or if the partial delivery does not represent an independent value. Supplier shall be entitled to invoice the thus delivered Products separately.

6. Any estimated time of delivery or collection is a mere indication. If the indicated time of delivery or collection is exceeded, then the Client shall have the right to reasonably require the Supplier to complete delivery or collection preparations. 

7. Such request shall be delivered by registered mail. 

ARTICLE 6: CHANGES TO THE AGREEMENT

1. If during the execution of the Agreement it becomes evident that the Products need to be changed and/or supplemented in order to ensure a proper execution of the Agreement, the Parties shall adapt the Agreement accord- ingly in due time and in mutual consultations.

2. If the Parties agree that the Agreement needs to be changed and/or supplemented, this decision may influence the time of completion of the execution. Supplier shall inform Client thereof as soon as possible.

3. Should the change and/or supplement to the Agreement have any financial and/or qualitative consequences, Supplier shall inform Client thereof in advance.

4. If a fixed rate has been agreed upon then Supplier shall indicate the degree to which the change or supplement to the Agreement will result in an increase of said fixed rate.

1. Client can only return a Product within the warranty period according to the Return Merchandise Authority (RMA)-procedure. The Client will inspect the Products upon receipt.

2. Before returning any Products to Supplier, the Client shall first fill out the RMA-form that can be requested through info@ampowr.com

3. This form shall then be sent to Supplier via email to info@ampowr. If agreed, the Suppli- er shall respond to the client and confirm a unique RMA-number for that particular return.

4. After confirmation of the RMA-number, the Products will be transported to the Supplier at the expense of the Client. Products that are returned to the Supplier without an RA number or a completely filled out RMA-form will not be accepted.

5. Supplier will only accept returned Products if they are sent to the address specified by Supplier.

6. Supplier requires that Products are complete, in an unused condition and in the original and undamaged packaging. Supplier reserves the right to recover the costs associated with failure to comply with the above criteria on Client.

7. In the event that a Product is returned which does not comply with the order and/ or if it shown that the defective Product is not accepted for valid reasons such as dead on arrival (DOA), Supplier will repair the item, replace the item or reverse the payment. Supplier reserves the right to choose for either repair or replacement by a new Product. If the Product proves defective more than fifteen (15) days after receipt, it cannot be exchanged or refunded.

8. In case of a refund to the Client, Supplier shall pay within sixty (60) days after receipt of the payment of the returned Product.

9. Client will respect the reasonable time Supplier will take for a RA-procedure. Supplier strives to handle an RA-procedure within two months.

10. When the tracing of a defect in a Product or a part of a Product, which is excluded from the warranty, involves research and reparation costs, these costs are always borne by the Client. Supplier strives to give prior notifica- tion. The absence of this notification does not relieve the Client from the obligation to pay these costs. If no warranty applies, the Supplier will charge the applicable repair rate. Supplier reserves the right to retain the Product until having been paid for the repair costs.

1. All Products delivered shall remain Supplier’s property until Client has fully settled the purchase price for all of these Products.

2. In respect of other claims against Client than set out under paragraph 1. above, Client shall, upon Supplier’s demand, instantly cooper- ate in the establishing of a non- possessory pledge on all Products delivered to Client.

3. Client shall not be authorized to pledge or encumber the Products in any way whilst these are still subject to the retention of title.

4. If third parties (i) seize Products that are still subjected to the retention of title or (ii) wish to establish or assert any right thereto, Client shall inform Supplier thereof as soon as reasonably possible.

5. Client shall undertake to mark the Products delivered by Supplier as retained and or pledged for the benefit of Supplier.

6. Client shall undertake to properly insure the Products delivered subject to retention of title and non-possessory pledge.

7. After the final term for payment has passed without payment having been made in full, Supplier shall (i) have the right to rescind the Agreement out of court and without further formalities and (ii) have the right to require the Client to return the Products to the Supplier in their original state and condition within eight (8) days or have these Products collected at the site of the Client. The Client shall cooperate in full.

1. Billing and payment of all costs under this Agreement will take place in Euros or USD.

2. The purchase price applies to all Products and services ordered under the purchase agreement.

3. Unless otherwise expressly agreed in writing by Supplier, payment must be made within fourteen (14) days from the date of invoice, without any postponement, set-off or reduction. Contesta- tion of the amount of the invoices shall not sus- pend the fulfillment of the payment obligation.

4. Supplier is at all times authorized to require Client to pay an advance payment for the Products to be delivered. If such payment is refused, Supplier has a right to suspend and rescind the Agreement, without Client acquiring any right to compensation.

5. If Client fails to fulfill its payment obligation within the term of fourteen (14) days, then Client shall be in default by operation of law. In that event, Client shall owe an interest of one percent (1%) per month, unless the statutory interest rate of article 6:119a Dutch Civil Code is higher, in which case the statutory interest rate of article 6:119a Dutch Civil Code shall apply. The interest on the amount due and payable shall be calculated as from the day Client is in default until the moment he has paid the amount in full.

6. In case of overdue payment, all Client’s payment obligations shall fall immediately due and payable, irrespective of whether Supplier has already invoiced in the matter.

7. Supplier’s claims against Client shall become due on demand in the event that Client is wound up, attached, declared bankrupt, or a request thereto was filed, or if a suspension of payment is requested.

8. If in the case of overdue payment judicial or other action is taken for collection, the amount of the debt shall be increased, regardless of the interests already due and to fait due, by fifteen percent (15%) of the principal amount with a minimum of EUR 350 to cover accounting costs as well as all judicial and extra judicial costs (including the cost of legal assistance).

1. Unless otherwise agreed to in writing, any guarantee on any Product shall never exceed the guarantee granted by the Supplier.

2. The guarantee set out under 1. above can only be invoked if the Client can prove that the defect was solely or primarily due to reasons that were not nor could not have become evident upon delivery.

3. Paragraphs 6 and 7 of article 7 shall apply. For repairs that do not fall under the protection of any guarantee, Supplier shall be permitted to charge its hourly rate and disbursements.

4. The fulfillment of the obligations set out above is the only recourse available to the Client on the Supplier.

5. All guarantees shall lapse immediately in case the Products were altered, repaired, wrongfully maintained or used, without the prior written approval of Supplier.

6. The guarantee mentioned in paragraph 1. shall in any event not apply if:

   • Client has not timely provided Supplier with all information required by Supplier and requested by Supplier in order to deliver or replace the Products;
   • Any defect originated as a result of govern- ment regulations regarding the nature, quality and/or composition of the Products;
   • Client has determined the composition of the Products;
   • Any defect originated as the result of injudicious or improper use of the Products;
   • The guarantee given by Supplier concerns Products produced by a third party, in which case the guarantee shall be limited to the guarantee given by the producer of the Products; or
   • The liability of Supplier for damages suffered by Client due to Supplier’s breach of the guarantee set out above, is governed by the liability regime laid down in article 14.